The Man from FCPA is wrapping up a two-week study program in Oxford, focusing on the Tudors in film and print. The lecture sessions have been great and the field trips excellent. One of the biggest news events that occurred while I was in England was the bid by a Chinese state-controlled investment fund to purchase the storied English football club, the Liverpool Football Club (LFC). Full disclosure-The Man from FCPA is a LFC supporter.
In an article in The UK Times, Peter Evans noted there were several reasons for the entreaty. The first is that the President of China is a huge fan of English football. But equally important is the exportation of the Chinese brand. Evans wrote, “Owning a name with decades—sometimes centuries—of history bestows an immediate credibility not available by exporting homegrown assets. It is a way of planting the Chinese flag in western consumers’ consciousness.” Yet, there is one other clear result of such a purchase: It would subject the Chinese purchaser to the jurisdiction of the U.K. Bribery Act.
The outcry from LFG fans has been far from positive. It would be the same if the Chinese purchaser wanted to acquire the Dallas Cowboys. Yet such international transactions will have the direct effect of making such purchasers play by the same commercial and legal rules that western companies face in the arena of anti-bribery and anti-corruption. This effect has been noted in the United States through the phenomenon of reverse mergers where Chinese purchasers would obtain a U.S. company through which they had access to U.S. markets and could transact in the U.S. without going through a lengthy approval process. Yet what many of these Chinese companies did not fully appreciate was that they were also subjecting themselves to U.S. laws and regulations.
Subjecting the international M&A players to the same regulatory requirements, whether they be in the form of the U.K. Bribery Act or Foreign Corrupt Practices Act cannot be a bad thing.